EXHIBIT 10.15


 


FIRST AMENDED AND RESTATED

DEFERRED COMPENSATION PLAN


 


This First Amended and Restated Deferred Compensation Plan is effective
as of the 1st day of February, 2004, by South Dakota Soybean
Processors, a South Dakota limited liability company (“Employer”), for the
benefit of a key employee, Rodney G. Christianson (“Employee”).


 


RECITALS:


 


A.                                   South Dakota Soybean
Processors, a South Dakota cooperative (the “Cooperative”), and Employee
executed a Deferred Compensation Plan effective September 1, 1998. Under
the Deferred Compensation Plan, each Deferred Compensation Unit was equivalent
to a share of the Cooperative’s common stock.


 


B.                                     Pursuant to a Plan
of Reorganization effective July 1, 2002, (“Reorganization”) the
Cooperative transferred its assets and liabilities to South Dakota Soybean
Processors, LLC for Capital Units. The Deferred Compensation Plan was among the
items transferred, assigned and assumed.


 


C.                                     During the
Reorganization, the Capital Units of Employer were distributed to the Cooperative
members at the rate of one (1) Capital Unit for each share of common stock.


 


D.                                    Following the
Reorganization, each Deferred Compensation Unit was equivalent to a single
Capital Unit of Employer.


 


E.                                      On July 17,
2003, Employer underwent a two for one Capital Unit split.


 


F.                                      Employer and
Employee mutually desire to amend the Deferred Compensation Plan to clarify its
operation and to enable Employer to offer Employee additional incentive
compensation.


 


NOW, THEREFORE, in consideration of the above recitals and other good
and valuable consideration, the receipt of which is acknowledged, Employer and
Employee amend the Deferred Compensation Plan to read as follows:


 


1.                                       Definitions.  The following terms shall have these
meanings:


 


a.                                       “Additional
Compensation Units” shall mean an amount equal to one Capital Unit of Employer.


 


b.                                      “Capital Unit”
shall mean a single Class A ownership interest in Employer.


 


c.                                       “Deferred
Compensation Unit” shall mean an amount equal to one Capital Unit of Employer.


 

















 


d.                                      “Fair Market
Value of Deferred Compensation Units” and “Fair Market Value of Additional
Compensation Units” shall mean amounts computed using the average price of
Employer’s Capital Units. The average price of the Employer’s Capital Units
will be calculated from the Capital Units traded during the most recent three
calendar quarters in which any Capital Units were traded preceding the date of
the valuation.


 


e.                                       “Fair Market
Value of USSC Compensation Units” shall mean an amount equal to the book value
of USSC’s Compensation Units as determined by Employer’s independent certified
accounting firm under generally accepted accounting principles in a manner
consistent with its regular bookkeeping practices as of the end of the calendar
month preceding the date of the valuation or, in the event either Employer or
Employee disputes that the book value represents fair market value then the
fair market value shall be set by appraisal. Employer and Employee shall each
obtain and pay for an appraisal of USSC’s stock. If the higher of the two
appraised values is within ten percent (10%) of the lower of the two values,
then the fair market value shall be equal to the average of the two appraised
values. If the higher of the two appraised values is not within ten
percent(10%) of the lower of the two values, then a third appraiser shall be
obtained by mutual agreement of Employer and Employee with the cost being
shared equally between them. The agreement of at least two of the three
appraisers shall be the fair market value. If at least two of the appraisers
can not agree on the appraised value, then the three appraised values shall be
added together and divided by three with the result to be the fair market
value.


 


f.                                         “Ledger
Account” shall mean the incentive compensation ledger account in the name of
Employee which provides a record of the number of Deferred Compensation Units,
Additional Compensation Units and USSC Compensation Units awarded to Employee
and the number of units that have vested.


 


g.                                      “Plan” shall mean
this First Amended and Restated Deferred Compensation Plan.


 


h.                                      “USSC
Compensation Units” shall mean an amount equal to one share of the common stock
of Urethane Soy Systems Co. (“USSC”).


 


2.                                       Purpose
of Plan. The purpose of the Plan is to enable Employee to enhance his retirement
security and to provide incentives and rewards to Employee for contributing to
the success of Employer through his invention, ability, industry, loyalty and
exceptional service by making him a participant in that success.


 


3.                                       Number
of Units Credited.


 


a.                                       Initial Award.
The Cooperative initially credited the Ledger Account of Employee with thirty
thousand (30,000) Deferred Compensation Units effective September 1, 1998.
The thirty thousand (30,000) Deferred Compensation Units remained in Employee’s
Ledger Account after the Reorganization. Following the Capital Units split by
Employer on July 17, 2003, Employee’s Ledger Account contained sixty
thousand (60,000) Deferred Compensation Units.


 


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b.                                      Additional
Award. Employer shall credit Employee’s Ledger Account with thirty thousand
(30,000) Additional Compensation Units effective February 1, 2004.
Employer shall also credit Employee’s Ledger Account with two hundred (200)
USSC Compensation Units effective February 1, 2004.


 


c.                                       No Ownership
of Capital Units or Stock. Credits to Employee’s Ledger Account do not give
Employee any right, title, or interest in any actual Capital Units issued by
Employer or common shares issued by USSC.


 


4.                                       Adjustment
of Number of Units.


 


a.                                       Capital Unit
or Share Split. In the event of a Capital Unit or a USSC common share
split, an appropriate adjustment shall be made by Employer in the number of
Deferred Compensation Units, Additional Compensation Units or USSC Compensation
Units, whichever is applicable, which may be credited to Employee in the Ledger
Account; provided, however, that Employer shall not be required to establish
any fractional units. In the event a payment is required to purchase split
Capital Units or split USSC common shares, the number of Deferred Compensation
Units, Additional Compensation Units or USSC Compensation Units in the Ledger
Account shall be debited by an amount equivalent to the required payment.


 


b.                                      No Other
Credits. The Ledger Account shall not be credited for any dividends, pool
fees, value-added payments or distributions.


 


c.                                       No Interest.
The Ledger Account shall not accrue interest or be credited with earnings of
any kind, other than as described in paragraph 5 below.


 


5.                                       Adjustment
to Ledger Account for Changes in Fair Market Value. At the end of each
fiscal year of Employer, there shall be credited to or debited from Employee’s
Ledger Account an amount equal to the change in the Fair Market Value from the
previous year of the vested Deferred Compensation Units, vested Additional
Compensation Units, and the vested USSC Compensation Units.


 


6.                                       Vesting.


 


a.                                       Vesting of
Initial Award. The Deferred Compensation Units initially credited to
Employee’s Ledger Account vested according to the following schedule:


 


	
  Date

  	
   

  	
  Vested
  Percentage

  of Deferred Compensation Units

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  September 1, 1999

  	
   

  	
  33 1/3

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  September 1, 2000

  	
   

  	
  33 1/3

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  September 1, 2001

  	
   

  	
  33 1/3

  	
  %

  



 


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These Deferred Compensation Units were fully vested at the time of the
Reorganization. Following the Reorganization, Employee’s Ledger Account
contained thirty thousand (30,000) Deferred Compensation Units equal to an
equivalent amount of Employer’s Capital Units. Following the Capital Unit split
by Employer on July 17, 2003, Employee’s Ledger Account contained sixty
thousand (60,000) fully vested Deferred Compensation Units.


 


b.                                      Vesting of
Additional Award. The Additional Compensation Units and USSC Compensation
Units credited to Employee’s Account pursuant to the terms of this Plan shall
vest pursuant to the following schedule:


 


	
  Date

  	
   

  	
  Vested
  Percentage

  of Additional Compensation Units

  and USSC Compensation Units

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  February 1, 2006

  	
   

  	
  50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  February 1, 2008

  	
   

  	
  50

  	
  %

  



 


c.                                       Conditions.
Vesting shall occur only if, on the date of vesting, Employee has continuously
been an employee of Employer since the date of the award. A leave of absence,
unless otherwise determined by Employer, shall not constitute a cessation of
employment.


 


7.                                       Payment
of Benefits.


 


a.                                       Retirement.
If Employee’s employment is terminated on or after his sixty-fifth (65th)
birthday, Employer shall pay to him in five (5) substantially equal annual
installments, an amount equal to the Fair Market Value of the Deferred Compensation
Units, the Additional Compensation Units, and the Fair Market Value of the USSC
Compensation Units standing to his credit and that have vested in the Ledger
Account. If Employee should die on or after his sixty-fifth (65th) birthday but
before the five (5) annual payments are made, the unpaid balance shall continue
to be paid in installments for the unexpired portion of the five (5) year term.


 


b.                                      Termination of
Employment. If Employee’s employment is terminated for any reason other
than death or disability, the Fair Market Value of the Deferred Compensation
Units and the Additional Compensation Units, and the Fair Market Value of the
USSC Compensation Units standing to his credit and that have vested in the
Ledger Account shall be paid in five (5) substantially equal annual
installments.


 


c.                                       Disability or
Death. If Employee’s employment is terminated because of disability or
death before he has reached the age of sixty-five (65) and while he is still in
Employer’s employ, Employer shall make five (5) substantially equal annual
payments to him (in the event of his disability) or to his estate (in the event
of his death) equal to the Fair Market Value of the Deferred Compensation Units
and the Additional Compensation


 


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Units, and the Fair Market Value of the USSC Compensation Units
standing to his credit and that have vested in the Ledger Account.


 


d.                                      Disability
Determination. Employee shall be deemed to have become disabled for
purposes of paragraph 6(c) if Employer shall find, on the basis of medical
evidence satisfactory to it in its sole discretion, that Employee is so
mentally or physically disabled as to be unable to fulfill and perform the
duties of his position with Employer and that such disability is likely
permanent.


 


e.                                       Payment
Commencement Date. The installment payments to be made to Employee under
paragraph 7(a) shall commence on the later of the first day of the month
following the date on which Employee shall have reached the age of sixty-five
(65), or the first day of the month following the date that the Fair Market
Value of the USSC Compensation Units is determined. The installment payments to
be made to Employee under paragraphs 7(b) and 7(c) shall commence on the later
of the first day of the calendar year following the date of employment
termination, death, or determination of disability, but in no event earlier
than three (3) months after such event, or the first day of the month following
the date that the Fair Market Value of the USSC Compensation Units is
determined.


 


f.                                         Option to
Accelerate Payments. Notwithstanding anything to the contrary in this
paragraph, Employer may in its sole discretion discharge its entire obligation
to pay Employee benefits under this Plan by transferring to Employee at any
time prior to the due date of any installment payment any amounts credited to
him in the Ledger Account that have vested.


 


g.                                      Interest and
Deductions. No interest shall be payable on any sums owing to Employee
under this Plan. Any such payments under this paragraph 6 shall be reduced by
any amounts required by law to be withheld by Employer.


 


8.                                       Non-Alienation
of Benefits. No right or benefit or payment under this Plan shall be
subject to anticipation, sale, assignment, pledge, encumbrance, or charge, and
any attempt to anticipate, sell, assign, pledge, encumber, or charge the same
shall be void. No right or benefit or payment under this Agreement shall in any
manner be liable for or subject to the debts, contracts, liabilities, or torts
of the person entitled to such benefits. If Employee should become bankrupt or
attempt to anticipate, alienate, sell, assign, pledge, encumber, or charge any
right or benefit or payment hereunder, then such right or benefit or payment
shall, in the sole discretion of Employer, terminate.


 


9.                                       No
Trust. Nothing contained in this Plan and no action taken pursuant to the
provisions of this Plan shall create or construe to create a trust of any kind,
or fiduciary relationship between Employer and Employee, his designated
beneficiary or any other person.


 


10.                                 Employer’s
Powers and Liabilities. Employer shall have power and authority to
interpret and administer this Plan. Employer’s interpretations and construction
of any provision or action taken under this Plan, including any calculation of
the Fair Market Value of the Deferred Compensation Units, Additional
Compensation Units, or the USSC Compensation Units shall be binding and
conclusive on all persons for all purposes. Neither Employer, its


 


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directors, officers, agents or employees shall be liable to any person
for any action taken or admitted in connection with the interpretation and
administration of this Plan unless attributable to Employer’s willful conduct
or lack of good faith.


 


11.                                 Amendment
or Termination of Plan. Employer may amend or terminate this Plan at any
time, however, any such amendment or termination shall not affect the right of
Employee to awards previously made or the right of Employee to the Fair Market
Value of the Deferred Compensation, the Additional Compensation Units or the
USSC Compensation Units standing to his credit in the Ledger Account that have
vested at the time of such amendment or termination.


 


12.                                 No
Employment Contract. Nothing contained in this Plan shall be construed as
giving Employee the right to be retained in the employ of Employer, nor shall
it limit or restrict the right of Employer to terminate the employment of any
Employee with or without cause.


 


13.                                 Benefits
Not Funded. Employee’s interest in the Plan is an unsecured claim against
the general assets of Employer and neither Employee or any beneficiary has any
right against the Ledger Account until the Plan has distributed the benefit.
All amounts credited to Employee’s Ledger account are the general assets of
Employer and may be disposed of and used by Employer as it determines.


 


14.                                 Governing
Law. This Plan shall be construed in accordance with and governed by the
laws of the State of South Dakota.


 


15.                                 Compliance
With Code. Employer intends that this Plan comply with the provisions of
the Internal Revenue Code of 1986, as amended, and regulations in effect at the
time of its execution. If, at a later date, the laws of the United States or
the State of South Dakota are construed in such a way as to make this Plan null
and void, it shall be given effect in a manner that shall best carry out the
parties’ purposes and intentions.


 


16.                                 Dispute
Resolution. All disputes between Employer and Employee arising out of or
relating to this Agreement shall be exclusively and finally resolved through
the dispute resolution process set forth in Exhibit A attached to the
Employee’s Employment Agreement dated effective the same date as this Plan.


 


IN WITNESS WHEREOF, the parties have executed this First Amended and
Restated Deferred Compensation Plan effective the date first stated above.


 


	
   

  	
  SOUTH DAKOTA SOYBEAN PROCESSORS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Paul Casper

  	
   

  
	
   

  	
   

  	
  Its

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Rodney G. Christianson

  	
   

  
	
   

  	
   

  	
  Rodney G. Christianson

  	
   

  
					



 


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